| The Third Plenary Session of the 18 th Central Committee of CPC systematically expounded on mixed ownership,and made it clear that mixed ownership reform is an important breakthrough for deepening the reform of state-owned enterprises(SOEs)at this stage.Since the beginning of the mixed-ownership reform,a large number of mixed-ownership enterprises have emerged.The focus of the mixed-ownership reform in the next stage will be shifted from "mixed equity" to "reform mechanism",focusing on building and optimizing the corporate governance mechanism of mixed-ownership enterprises.The current research’s focus of corporate governance has shifted to the second-type agency problem of controlling large shareholders exploiting external scattered minority shareholders.Tunneling from major shareholders has become a prominent manifestation of the contradictions of corporate governance in China.Shede Spirits,a liquor company in Shehong city,Sichuan Provence,is a typical case of Sichuan liquor industry promoting mixed-ownership reform.The Shehong government has transferred the controlling stake,and the mixed-ownership reform has been completed relatively thoroughly.After the private capital Tianyang took over the Shede Spirits,it has indeed boosted the company’s operating performance by implementing a number of innovative measures.However,Shede Spirits found through self-examination that the controlling shareholder Tianyang repeatedly occupied the company’s working capital during 2018-2020,and the accumulated unreturned funds reached 475 million yuan.Subsequent investigations also revealed that other tunneling from Tianyang.From the former "good example of mixed-ownership reform" to today’s "self-exposing family scandal",this dramatic change has had a bad impact on the normal operation and development of the Shede Spirits and the local government’s vigorous promotion of mixed-ownership reform.In view of the importance of deepening mixed-ownership reform and the urgency of improving the corporate governance mechanism at this stage,it is of great benefit to study the corporate governance problems of mixed-ownership enterprises and their optimization countermeasures.Therefore,this study focuses on the representative and typical novel case of Shede Spirits,and chooses the perspective of tunneling from major shareholder all the perspectives.First,on the basis of sorting out the literature and theories in related fields,the research of the mechanism is clarified;secondly,it makes an inventory of the means used by Tianyang for tunneling the Shede Spirits,and the various impacts caused by tunneling were analyzed by using financial analysis,MScore model and event research method;Then according to the internal and external governance of the company,it studies various corporate governance problems exposed by the tunneling from major shareholder of Shede Spirits;Finally,it puts forward measures to optimize the internal and corporate governance of mixed-ownership enterprises such as Shede Spirits,which enriches the related issues.The research results provide reference and enlightenment for other mixed-ownership enterprises to prevent the tunneling from major shareholder,and to construct and optimize the corporate governance mechanism.The main research conclusions of this study include:First,Tianyang has used three methods of appropriation of funds,related transactions and joint investment,and has repeatedly emptied Shede Spirits.There are also significant suspicions of financial fraud,caused the company to run sluggishly,damages the capital gains of minority shareholders,the loss of state-owned assets has been caused,and the confidence of local governments in mixed-ownership reform has been undermined.Second,many corporate governance problems in Shede Spirits led to tunneling from major shareholder.First of all,the shareholding of Shede Spirits is too concentrated,resulting in Tianyang’ absolute controlling position.The board of directors and the board of supervisors are controlled by Tianyang,thus lacking independence,and independent directors also fail to effectively perform their supervisory functions.Secondly,due to the different demands of shareholders of different ownerships and the absence of state-owned shares,Tianyang has sufficient incentives to tunneling,while state-owned shareholders are neglected in supervision and checks and balances.Finally,the lack of legal punishment and market supervision,as well as the lack of external supervision from creditors and institutional investors,result in the tunneling from major shareholder.Third,this study proposes some optimization measures for the above corporate governance problems.First of all,it is necessary to optimize the shareholding structure to avoid the emergence of "one share dominance",thereby enhancing the independence of the board of directors and the board of supervisors,and building a supervisory mechanism for independent directors with substantial effectiveness.Secondly,it is necessary to give full play to the political leading role of party organizations,improve the mechanism for the placement of state-owned shareholders,actively perform the responsibilities of investors,and participate in the operation and governance of mixedownership enterprises.Finally,it is necessary to increase the cost of illegality and strengthen supervision,and attach importance to the establishment of an auxiliary supervision mechanism for creditors and institutional investors.The above optimization measures are intended to form a multi-party joint effort to jointly prevent the tunneling from major shareholder,improve the corporate governance mechanism of mixedownership enterprises,and help unswervingly promote mixed-ownership reform. |
